Users who use TIDY Software to manage services or Service Providers using the
TIDY Software to work with clients (collectively “User” or “Users”) who enter into a Service Contract
with each other are free to agree to these Optional Service Terms in whole or in part, or to agree to
different or additional terms for their Service Contract(s). However, if and to the extent that the Users who
are party to a Service Contract have not agreed to different terms, then they agree to incorporate these
Optional Terms. Users may not, by agreement amongst themselves, alter the rights or responsibilities of Tidy
Services, Inc. or any its affiliates (“TIDY”) or agree to any terms that would violate the Terms of Service.
TIDY is not a party to any Service Contract by or between Users regardless of whether these Optional Terms are
You acknowledge and agree that Users have discretion whether to contract with
each other and will negotiate and determine the specific terms of their Service Contracts with each other. The
Optional Service Terms is a sample only, which may not be appropriate for all Service Contracts and which may
be adjusted and added to as Users deem appropriate. Users choose whether to use the Optional Service Terms in
whole or in part.
Client and Service Provider identified on the TIDY Software under the Service
Contract are the parties to the Services Contract. The address of each party is the address entered under the
profile information on the TIDY Software. TIDY is not a party to the Service Contract.
Client and Service Provider agree that the Service Provider is performing
services as an independent contractor and that Service Provider is not an employee or agent of Client. Service
Provider will perform the Service Provider Services in a professional and workmanlike manner and will timely
deliver any agreed upon Work Product. The manner and means of performing the Service Provider Services will be
determined and controlled solely by Service Provider, which is engaged by Client as an independent
The terms concerning the services to be performed under the Service Contract
described via the TIDY Software form part of the Service Contract. Users agree that, once accepted, the terms
of the Service Contract cannot be modified by a User without obtaining the consent of the other before making
changes to the Service Contract, including by adding additional or different milestones, by closing a Service
Contract, or making other changes to the Service Contract via the TIDY Software. If consent of the other party
is not first obtained, the other party may reject such changes by terminating the Service Contract or accept
such changes by continuing to work on the Service Contract.
3. RESPONSIBILITY FOR EMPLOYEES AND SUBCONTRACTORS, INCLUDING AGENCY MEMBERS
If a User subcontracts with or employs third parties to perform Service Provider
Services on behalf of the User for any Engagement, the User represents and warrants that it does so as a
legally recognized entity or person and in compliance with all applicable laws and regulations. Further, at
all times a User that agreed to perform services under a Services Contract remains responsible for the quality
of the services and represents and warrants that any employee or subcontractor has entered into agreements
with such employees and subcontractors on confidentiality and intellectual property at least as strong as
those in these Optional Service Terms.
4. CLIENT PAYMENTS AND BILLING
Service Provider agrees to accurately report hourly
invoices by billing hours worked under the Account of the User that worked the hours, including, if
applicable, Agencies billing their Clients for hourly work done by Agency Members.
5. TERMINATION OF A SERVICE CONTRACT
Under Hourly Contracts, either Client or Service Provider has the right to
terminate the Service Contract after providing any agreed-upon notice, or immediately on the end date
specified in the Service Contract terms and/or upon completion of the Service Provider Services, in the event
of a material breach, or with the consent of the other party. Except as required by law or as otherwise may be
agreed to by the Parties, Client remains obligated to pay the Service Provider Fees for any Service Provider
Services provided prior to termination of the Hourly Contract.
Under Fixed-Price Contracts, if the Service Provider has accepted payment for
the Service Contract, then the Service Contract does not terminate until the Service Provider Services are
completed or the payment is refunded in full. However, either Client or Service Provider has the right to
terminate a Fixed-Price Contract at any time with the consent of the other party or in the event of a material
breach. If a Fixed-Price Contract is terminated, Client does not have the right to recover any payments
already released to Service Provider.
6. RIGHTS TO WORK PRODUCT
6.1 THIRD-PARTY RIGHTS
Service Provider represents and warrants that
Service Provider will not incorporate or use the materials of any third party including those of any other
client or any employer, in performing the Service Provider Services that are not generally available for use
by the public or have not been legally transferred to the Client.
6.2 CLIENT MATERIALS
Client grants Service Provider a limited, non-exclusive, revocable (at any time,
at Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the
Service Provider Services under the applicable Service Contract. Client reserves all other rights and
interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials.
Upon completion or termination of the Service Contract, or upon Client’s written request, Service Provider
will immediately return all Client Materials to Client and further agrees to destroy all copies of Client
Materials and Deliverables contained in or on Service Provider’s premises, systems, or any other equipment or
location otherwise under Service Provider’s control. Within ten days of such request from Client, Service
Provider agrees to provide written certification to Client that Service Provider has returned or destroyed all
Client Materials and Work Product as provided in this subsection.
6.3 OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY
Upon Service Provider’s receipt of full payment from Client, the Work Product,
including without limitation all Intellectual Property Rights in the Work Product, will be the sole and
exclusive property of Client, and Client will be deemed to be the author thereof. If Service Provider has any
Intellectual Property Rights to the Work Product that are not owned by Client upon Service Provider’s receipt
of payment from Client, Service Provider hereby automatically irrevocably assigns to Client all right, title
and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Service
Provider retains no rights to use, and will not challenge the validity of Client’s ownership in, such
Intellectual Property Rights. Service Provider hereby waives any moral rights, rights of paternity, integrity,
disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. If payment is
made only for partial delivery of Work Product, the assignment described herein applies only to the portion of
Work Product delivered and paid for.
6.4 LICENSE TO OR WAIVER OF OTHER RIGHTS
If Service Provider has any right to the Work Product, including without
limitation any Intellectual Property Right, that cannot be assigned to Client by Service Provider, Service
Provider hereby automatically, upon Service Provider’s receipt of full payment from Client, unconditionally
and irrevocably grants to Client during the term of such rights, an exclusive, even as to Service Provider,
irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to
sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute,
publicly perform and publicly display in any form or medium, whether now known or later developed, make, use,
sell, import, offer for sale and exercise any and all such rights. If Service Provider has any rights to such
Work Product that cannot be assigned or licensed, Service Provider hereby automatically, upon Service
Provider’s receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such
rights, and all claims and causes of action of any kind against Client or related to Client’s customers, with
respect to such rights, and will, at Client’s request and expense, consent to and join in any action to
enforce such rights. If payment is made only for partial delivery of Work Product, the grant described herein
applies only to the portion of Work Product delivered.
Service Provider will assist Client in every way,
including by signing any documents or instruments reasonably required, both during and after the term of the
Service Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all
countries. In the event Client is unable, after reasonable effort, to secure Service Provider’s signature on
any document needed in connection with the foregoing, Service Provider hereby designates and appoints Client
and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further
the purposes of this Section with the same legal force and effect as if executed by Service Provider.
7. CONFIDENTIAL INFORMATION
To the extent a Client or Service Provider provides Confidential Information to
the other, the recipient will protect the secrecy of the discloser`s Confidential Information with the same
degree of care as it uses to protect its own Confidential Information, but in no event with less than due
care, and will: (a) not disclose or permit others to disclose another`s Confidential Information to anyone
without first obtaining the express written consent of the owner of the Confidential Information; (b) not use
or permit the use of another`s Confidential Information, except as necessary for the performance of Service
Provider Services (including, without limitation, the storage or transmission of Confidential Information on
or through the TIDY Software for use by Service Provider); and (c) limit access to another`s Confidential
Information to its personnel who need to know such information for the performance of Service Provider
If and when Confidential Information is no longer needed for the performance of
the Service Provider Services for a Services Contract or at Client’s or Service Provider’s written request
(which may be made at any time at Client’s or Service Provider’s sole discretion), the party that received
Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential
Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise
under its control. The party that received Confidential Information agrees to provide written certification to
the party disclosing the Confidential Information of compliance with this subsection within ten days after the
receipt of disclosing party’s written request for such certification.
Without limiting Section 7 (Confidentiality), Client and Service Provider will
not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as
may be necessary for performance of Service Provider Services for a Services Contract.
A disclosure of information will be immune from prosecution or civil action
under the Defend Trade Secrets Act, 18 U.S.C. Sec. 1832, if it: (A) is made (i) in confidence to a Federal,
State, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the
purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other
document filed in a lawsuit or other proceeding, if such filing is made under seal.
8. DISPUTE RESOLUTION
To expedite resolution and reduce the cost of any dispute, controversy or claim
related to this Agreement, parties agree to first attempt to negotiate any dispute informally for at least
thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will
commence upon indicating the nature of the dispute, controversy, or claim via the TIDY Software (“TIDY
Informal Dispute Resolution”). The outcome of TIDY Informal Dispute Resolution is not binding between the
parties. The outcome of TIDY Informal Dispute Resolution does not alter any agreement between TIDY and that
Notwithstanding the foregoing, any dispute, claim or controversy under $25,000
in value arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration
administered by FairClaims (www.fairclaims.com) in accordance with its Arbitration Rules & Procedures
effective at the time a claim is made, and judgment on the award rendered by the arbitrator(s) may be entered
in any court having jurisdiction thereof.
The Parties consent to electronic service of process, with service to be made to
the following emails on the Parties accounts. The Parties agree that, in the event of confirmation and
enforcement, the delinquent party will be responsible for any attorney, court or other fees associated with
The parties agree to split all FairClaims fees evenly.
The following capitalized terms have the following meanings:
“Client” means any person who
entered into a Service Contract to obtain Service Provider Services from a Service Provider.
“Client Deliverables” means
requests, intellectual property, and any other information or materials that a Service Provider receives from
a Client to perform Service Provider Services.
“Client Materials” means
requests, intellectual property, and any other information or materials that Client provides to Service
Provider for Service Provider to perform Service Provider Services.
means Client Deliverables, Service Provider Deliverables, Work Product, photos of any Client property, notes
about any Client property, and any other information provided to, or created by, a User for a Service Contract
or to perform or assist in performing Service Provider Services, regardless of whether in tangible,
electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or
information that is known to the public or that: (a) is generally known by third parties as a result of no act
or omission of Service Provider or Client; (b) subsequent to disclosure hereunder, was lawfully received
without restriction on disclosure from a third party having the right to disseminate the information; (c) was
already known by User prior to receiving it from the other party and was not received from a third party in
breach of that third party’s obligations of confidentiality; or (d) was independently developed by User
without use of another person’s Confidential Information.
“Engagement” means an
engagement for Service Provider Services that a Service Provider provides to a Client under a Service Contract
facilitated by the TIDY Software.
“Fixed-Price Contract” means
a Service Contract for which Client is charged a fixed fee agreed between a Client and a Service Provider,
prior to the commencement of a Service Contract, for the completion of all Service Provider Services
contracted by Client for such Service Contract.
“Service Provider” means any
person who entered into a Service Contract to perform Service Provider services for a Client.
“Service Provider Deliverables”
means requests, intellectual property, and any other information or materials that a Client
receives from a Service Provider for a particular Service Contract.
“Service Provider Fees”
means: (a) for an Hourly Contract, an amount equal to the number of hours recorded by Service Provider in any
Hourly Invoice, multiplied by the hourly rate set by the Service Provider; (b) for a Fixed-Price Contract, the
fixed fee agreed between a Client and a Service Provider; and (c) any bonuses or other payments made by a
“Service Provider Services”
means all services performed for or delivered to Clients by Service Providers.
“Hourly Contract” means a
Service Contract for which Client is charged based on the hourly rate set by the Service Provider.
“Hourly Invoice” means the
report of hours recorded for a stated period by a Service Provider for the Service Provider Services performed
for a Client.
“Intellectual Property Rights”
means all patent rights, copyright rights, mask work rights, moral rights, rights of
publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other
intellectual property rights as may now exist or hereafter come into existence, and all applications therefore
and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other
“Service Contract” means the
contractual provisions between a Client and a Service Provider governing the Service Provider Services to be
performed by a Service Provider for Client for an Engagement.
“Work Product” means any
tangible or intangible results or deliverables that Service Provider agrees to create for, or actually
delivers to, Client as a result of performing the Service Provider Services.